Exhibit
10.18


 


TRANSACTION
SYSTEMS ARCHITECTS, INC.


 


 


STOCK
OPTION AGREEMENT


 


 


ACI
HOLDING, INC.


1994
STOCK OPTION PLAN


 





















 


TABLE OF
CONTENTS


 


	
  1.

  	
  GRANT OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERMS OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  PRICE

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  EXERCISE OF OPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Time of Exercise of
  Option

  	
   

  
	
  4.2.

  	
  Termination
  of Option

  	
   

  
	
  4.3.

  	
  Limitations on
  Exercise of Option

  	
   

  
	
  4.4.

  	
  Method of Exercise of
  Option

  	
   

  
	
  4.5.

  	
  Parachute
  Limitations

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  TRANSFERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Transferability of
  Options

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  RIGHTS AS STOCKHOLDER

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  WITHHOLDING OF TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  DISCLAIMER OF RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  INTERPRETATION
  OF THIS OPTION AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  BINDING EFFECT

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  NOTICE

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE
  PAGE (TO BE COMPLETED AND RETURNED)

  	
   

  



 





















 


TRANSACTION
SYSTEMS ARCHITECTS, INC.


 


STOCK
OPTION AGREEMENT


ACI
HOLDING, INC. 1994 STOCK OPTION PLAN


 


This Stock Option Agreement (the “Option
Agreement”) is made as of__________, by and between Transaction Systems
Architects, Inc. (TSA) a Delaware corporation (the “Corporation”) and __________,
an employee of the Corporation or its subsidiaries (the “Optionee”).


 


WHEREAS, the Board of Directors of the
Corporation has duly adopted and approved the 1994 Stock Option Plan (the “Plan”),
which Plan authorizes the Corporation to grant to eligible individuals options
for the purchase of shares of the Corporation’s Class A Common Stock (the “Stock”);
and


 


WHEREAS, the Corporation has determined
that it is desirable and in its best interests to grant the Optionee, pursuant
to the Plan, an option to purchase a certain number of shares of Stock, in
order to provide the Optionee with an incentive to advance the interests of the
Corporation, all according to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, the parties hereto do hereby
agree as follows:


 


1.                                       GRANT
OF OPTION


 


Subject to the terms of the Plan, the
Corporation hereby grants to the Optionee the right and option (the “Option”)
to purchase from the Corporation, on the terms and subject to the conditions
set forth in the Plan and in this Agreement, __________ shares of Class A Common
Stock.  The date of grant of this Option
is __________.


 


2.                                       TERMS
OF PLAN


 


The Option granted pursuant to this
Option Agreement is granted subject to the terms and conditions set forth in
the Plan (a copy of which is attached). 
All terms and conditions of the Plan, as may be amended from time to
time, are hereby incorporated into this Option Agreement by reference and shall
be deemed to be part of this Option Agreement, without regard to whether such
terms and conditions (including, for example, provisions relating to exercise
or termination of the Option following the Optionee’s termination of
employment, disability, death or retirement or certain changes in
capitalization of the Corporation) are not otherwise set forth in this Option
Agreement.  In the event that there is
any inconsistency between the provisions of this Option Agreement and of the
Plan, the provisions of the Plan shall govern.


 


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3.                                       PRICE


 


The purchase price (the “Option Price” or
“Grant Price”) for the shares of Stock subject to the Option granted by this
Option Agreement is $__________ per share.


 


4.                                       EXERCISE
OF OPTION


 


Except as otherwise provided herein, and
subject to the provisions of the Plan (including restrictions on the transferability
of the Option and special provisions relating to exercise or termination of the
Option following the Optionee’s termination of employment, disability, death or
retirement or certain changes in capitalization of the Corporation), the Option
granted pursuant to this Option Agreement shall be subject to exercise as
follows:


 


4.1.                           Time of Exercise of
Option


 


The Optionee may exercise the Option
(subject to the limitations on exercise set forth in this Agreement and in the
Plan), in installments as follows: on the last day of each month following the
date of grant of the Option, as set forth in Section 1 above, the Option shall
be exercisable in respect of 1/48th of the number of shares specified in
Section 1 above.  The foregoing
installments, to the extent not exercised, shall accumulate and be exercisable,
in whole or in part, at any time and from time to time, after becoming
exercisable and prior to the termination of the Option; provided, that
no single exercise of the Option shall be for less than 100 shares, unless the
number of shares purchased is the total number at the time available for
purchase under this Option.


 


4.2.                           Termination of Option


 


The Option shall terminate upon the
earlier of the expiration of a period of (i) ten years from the date of grant
of the Option, as set forth in Section 1 above, or (ii) thirty days from the
date of the Optionee’s termination of employment with the Corporation or a
subsidiary; provided, however, that if such termination of employment
falls within the scope of one of the provisions of the Plan providing for an
extended exercise period in excess of thirty days, the Option shall terminate
upon the expiration of the extended period, as specified in such provision,
after the Optionee’s termination of employment with the Corporation or a
subsidiary within which the Option is exercisable.


 


4.3.                           Limitations
on Exercise of Option


 


Notwithstanding the foregoing
Subsections, in no event may the Option be exercised, in whole or in part,
after ten years following the date upon which the Option is granted, as set
forth in Section 4.2 above, or after the occurrence of an event which results
in termination of the Option under the Plan. 
In no event may the Option be exercised for a fractional share.


 


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4.4.                           Method
of Exercise of Option


 


Subject to the terms and conditions of
this Option Agreement, the Option may be exercised by delivering written notice
of exercise to the Corporation, at its principal office, addressed to the attention
of TSA’s Stock Plan Administrator, which notice shall specify the number of
shares for which the Option is being exercised, and shall be accompanied by
payment in full of the Option Price of the shares for which the Option is being
exercised.  Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of the Option shall
be made either in cash or by check payable to the order of the
Corporation.  If the person exercising
the Option is not the Optionee, such person shall also deliver with the notice
of exercise appropriate proof of his or her right to exercise the Option.  An attempt to exercise the Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect.  Promptly after exercise of the
Option as provided for above, the Corporation shall deliver to the person
exercising the Option a certificate or certificates for the shares of Stock
being purchased.


 


4.5.                           Parachute Limitations


 


Notwithstanding any other provision of
this Option Agreement or the Plan or any other agreement, contract or
understanding heretofore or hereafter entered into by the Optionee with the
Corporation (or any subsidiary or affiliate thereof), except an agreement,
contract or understanding hereafter entered into that expressly modifies or
excludes application of this Subsection (the “Other Agreements”), and
notwithstanding any formal or informal plan or other arrangements heretofore or
hereafter adopted by the Corporation (or any such subsidiary or affiliate) for the
direct or indirect compensation of the Optionee (including groups or classes of
participants or beneficiaries of which the Optionee is a member), whether or
not such compensation is deferred, is in cash, or is in the form of a benefit
to or for the Optionee (an “Other Benefit Plan”), the Optionee shall not have
any right to exercise an Option or receive any payment or other benefit under
this Option Agreement, any Other Agreement, or any Other Benefit Plan if such
right to exercise, payment or benefit, taking into account all other rights,
payments or benefits to or for the Optionee under this Option Agreement, all
Other Agreements and all Other Benefit Plans, would cause any right, payment or
benefit to the Optionee under this Option Agreement to be considered a “parachute
payment” within the meaning of Section 280G(b)(2) of the Internal Revenue Code
as then in effect (a “Parachute Payment”). 
In the event that the receipt of any such right to exercise or any other
payment or benefit under this Option Agreement, any Other Agreement or any
Other Benefit Plan would cause the Optionee to be considered to have received a
Parachute Payment under this Agreement, then the Optionee shall have the right,
in the Optionee’s sole discretion, to designate those rights, payments or
benefits under this Option Agreement, any Other Agreements, and/or any Other
Benefit Plans, which should be reduced or eliminated so as to avoid having the
right, payment or benefit to the Optionee under this Option Agreement be deemed
to be a Parachute Payment.


 


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5.                                       TRANSFERABILITY


 


5.1.                           Transferability
of Options


 


During the lifetime of an Optionee, only
such Optionee (or, in the event of legal incapacity or incompetency, the
Optionee’s guardian or legal representative) may exercise the Option.  No Option shall be assignable or transferable
by the Optionee to whom it is granted, other than by will or the laws of
descent and distribution.


 


6.                                       RIGHTS
AS STOCKHOLDER


 


Neither the Optionee nor any executor,
administrator, distributee or legatee of the Optionee’s estate shall be, or
have any of the rights or privileges of, a stockholder of the Corporation in
respect of any shares of Stock issuable hereunder unless and until such shares
have been fully paid and certificates representing such shares have been
endorsed, transferred and delivered, and the name of the Optionee (or of such
personal representative, administrator, distributee or legatee of the Optionee’s
estate) has been entered as the stockholder or record on the books of the
Corporation.


 


7.                                       WITHHOLDING
OF TAXES


 


The parties hereto recognize that the
Corporation or a subsidiary may be obligated to withhold federal and local
income taxes and Social Security taxes to the extent that the Optionee realizes
ordinary income in connection with the exercise of the Option or in connection
with a disposition of any shares of Stock acquired by exercise of the
Option.  The Optionee agrees that the
Corporation or a subsidiary may withhold amounts needed to cover such taxes
from payments otherwise due and owing to the Optionee, and also agrees that
upon demand the Optionee will promptly pay to the Corporation or a subsidiary
having such obligation any additional amounts as may be necessary to satisfy
such withholding tax obligation.  Such
payment shall be made in cash or by check payable to the order of the
Corporation or a subsidiary.


 


8.                                       DISCLAIMER
OF RIGHTS


 


No provision in this Option Agreement
shall be construed to confer upon the Optionee the right to be employed by the
Corporation or any subsidiary, or to interfere in any way with the right and
authority of the Corporation or any subsidiary either or increase or decrease
the compensation of the Optionee at any time, or to terminate any employment or
other relationship between the Optionee and the Corporation or any subsidiary.


 


9.                                       INTERPRETATION OF THIS OPTION AGREEMENT


 


This Option shall not constitute
an incentive stock option within the meaning of Section 422 of the Code.  All decisions and interpretations made by the
Board or the Stock Option Committee thereof with regard to any question arising
under


 


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the
Plan or this Option Agreement shall be binding and conclusive on the
Corporation and the Optionee and any other person entitled to exercise the
Option as provided for herein.


 


10.                                GOVERNING
LAW


 


This Option Agreement shall be governed
by the laws of the State of Delaware (but not including the choice of law rules
thereof).


 


11.                                BINDING
EFFECT


 


Subject to all restrictions provided for
in this Option Agreement, the Plan, and by applicable law relating to
assignment and transfer of this Option Agreement and the option provided for
herein, this Option Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.


 


12.                                NOTICE


 


Any notice hereunder by the Optionee to
the Corporation shall be in writing and shall be deemed duly given if mailed or
delivered to the Corporation at its principal office, addressed to the
attention of the President or if so mailed or delivered to such other address
as the Corporation may hereafter designate by notice to the Optionee.  Any notice hereunder by the Corporation to
the Optionee shall be in writing and shall be deemed duly given if mailed or
delivered to the Optionee at the address specified below by the Optionee for
such purpose, or if so mailed or delivered to such other address as the
Optionee may hereafter designate by written notice given to the Corporation.


 


13.                                ENTIRE
AGREEMENT


 


This Option Agreement and the Plan
together constitute the entire agreement and supersede all prior understandings
and agreements, written or oral, of the parties hereto with respect to the
subject matter hereof.  Neither this
Option Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a written instrument signed by the Corporation and the
Optionee;  provided, however, that
the Corporation unilaterally may waive any provision hereof in writing to the
extent that such waiver does not adversely affect the interests of the Optionee
hereunder, but no such waiver shall operate as or be construed to be a
subsequent waiver of the same provision or a waiver of any other provision
hereof.


 


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IN
WITNESS WHEREOF, the parties hereto have duly executed this Option Agreement,
or caused this Option Agreement to be duly executed on their behalf, as of the
day and year first above written.


 


	
  Transaction Systems Architects,
  Inc.

  	
  OPTIONEE:

  
	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS FOR NOTICE TO OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number

  	
  Street

  	
  Apt.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  	
   

  	
  Hire Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DESIGNATED BENEFICIARY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Please Print Last Name,
  First Name MI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Beneficiary’s Street
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Beneficiary’s Social
  Security Number

  	
   

  
							



 


 


I understand that in the
event of my death, the above named beneficiary will have control of any unexercised
options remaining in my account at that time. 
If no beneficiary is designated or if the named beneficiary does not
survive me, the options will become part of my estate.  This beneficiary designation does NOT apply
to stock acquired by the exercise of options prior to my death.


 


	
   

  	
  SIGNATURE

  	
  DATE

  



 


1994 Stock Option Plan


	
   

  	
  Options

  	
  $

  	
   

  	
  /Share Exercise Price

  	
   

  	
  Grant Date

  	
  ACI

  



 


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